On
May 23, 2023, the Company and Theralink issued a joint press release announcing the entry into the Merger Agreement. A copy of the joint
press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Cautionary
Statement Regarding Forward-Looking Statements
This
report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included
in this communication that address activities, events or developments that the Company or Theralink expects, believes or anticipates
will or may occur in the future are forward-looking statements. Words such as “estimate,” “project,” “predict,”
“believe,” “expect,” “anticipate,” “potential,” “create,” “intend,”
“could,” “would,” “may,” “plan,” “will,” “guidance,” “look,”
“goal,” “future,” “build,” “focus,” “continue,” “strive,” “allow”
or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion
of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements
are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the proposed Merger,
the expected closing of the proposed Merger and the timing thereof and as adjusted descriptions of the post-transaction company and its
operations, strategies and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and anticipated uses
thereof, synergies, opportunities and anticipated future performance, including maintaining current Theralink management. Information
adjusted for the proposed Merger should not be considered a forecast of future results. There are a number of risks and uncertainties
that could cause actual results to differ materially from the forward-looking statements included in this communication. These include
the risk that cost savings, synergies and growth from the proposed Merger may not be fully realized or may take longer to realize than
expected; the possibility that the Company’s stockholders may not approve the issuance of new shares of the Company’s common
stock in the proposed Merger or that Theralink’s stockholders may not approve the proposed Merger; the risk that a condition to
closing of the proposed Merger may not be satisfied, that either party may terminate the Merger Agreement or that the closing of the
proposed Merger might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including
those resulting from the announcement or completion of the proposed Merger; the occurrence of any other event, change or other circumstances
that could give rise to the termination of the Merger Agreement relating to the proposed Merger; the risk that changes in the Company’s
capital structure and governance could have adverse effects on the market value of its securities and its ability to access the capital
markets; the Company’s ability to retain its Nasdaq listing; the ability of Theralink to retain customers and retain and hire key
personnel and maintain relationships with their suppliers and customers and on Theralink’s operating results and business generally;
the risk the proposed Merger could distract management from ongoing business operations or cause the Company and/or Theralink to incur
substantial costs; the risk that Theralink may be unable to reduce expenses; the impact of the COVID-19 pandemic or any economic downturn;
the risk of changes in regulations effecting the healthcare industry; and other important factors that could cause actual results to
differ materially from those projected. All such factors are difficult to predict and are beyond the Company’s or Theralink’s
control, including those detailed in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K that are available on the Company’s website at www.ir.imacregeneration.com and on the website of the Securities and
Exchange Commission (the “SEC”) at www.sec.gov, and those detailed in Theralink’s Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K that are available on Theralink’s website at www.theralink.com and on the
website of the SEC. All forward-looking statements are based on assumptions that the Company and Theralink believe to be reasonable but
that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and neither
the Company nor Theralink undertakes any obligation to correct or update any forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof.
No
Offer or Solicitation
This
communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any
securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act
of 1933, as amended.
Important
Additional Information and Where to Find It
In
connection with the proposed Merger between the Company and Theralink, the Company intends to file with the SEC a registration statement
on Form S-4 (the “Registration Statement”) to register the Company’s shares of common stock to be issued in connection
with the proposed Merger. The Registration Statement will include a document that serves as the Company’s prospectus and a joint
proxy/information statement of the Company and Theralink (the “joint proxy statement/prospectus”), and each party will file
other documents regarding the proposed Merger with the SEC. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND THERALINK ARE URGED
TO CAREFULLY AND THOROUGHLY READ, WHEN THEY BECOME AVAILABLE, THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS, AS EACH
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY AND THERALINK WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THERALINK AND THE PROPOSED MERGER, THE RISKS RELATED THERETO AND RELATED MATTERS.
After
the Registration Statement has been declared effective, a definitive joint proxy statement/prospectus will be mailed to the Company’s
and Theralink’s stockholders. Investors will be able to obtain free copies of the Registration Statement and the joint proxy statement/prospectus,
as each may be amended from time to time, and other relevant documents filed by the Company and Theralink with the SEC (when they become
available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed by the Company with the SEC, including
the joint proxy statement/prospectus (when available), will be available free of charge from the Company’s website at www.ir.imacregeneration.com.
Copies of documents filed by Theralink with the SEC, including the joint proxy statement/prospectus (when available), will be available
free of charge from Theralink’s website at www.theralink.com under the “Investor Relations” tab.
Participants
in the Solicitation
The
Company, Theralink and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from the Company’s stockholders in connection with the proposed transaction. Information about the Company’s directors and
executive officers is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 which was filed
with the SEC on March 31, 2023, as amended, its definitive proxy statement for the 2023 annual meeting of stockholders filed with the
SEC on May 11, 2023 and the joint proxy statement/prospectus (when available). Information about Theralink’s directors and executive
officers is set forth in Theralink’s Annual Report on Form 10-K for the year ended September 30, 2022 which was filed with the
SEC on December 29, 2022, and the joint proxy statement/prospectus (when available). Other information regarding the interests of such
individuals, as well as information regarding other persons who may be deemed participants in the proposed transaction, will be set forth
in the Registration Statement, the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become
available. The Company’s and Theralink’s stockholders, potential investors and other readers should read the joint proxy
statement/prospectus carefully when it becomes available before making any voting or investment decisions.